ELV-04077, Forwards Proprietary & Nonproprietary Version of Draft Nuclear Operating Agreement Between Gap & Southern Nuclear Operating Co,In Response to NRC Request.Affidavit in Support of Withholding Operating Agreement Also Encl
| ML20115J476 | |
| Person / Time | |
|---|---|
| Site: | Vogtle  |
| Issue date: | 10/07/1992 |
| From: | Mccoy C GEORGIA POWER CO. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| ELV-04077, ELV-4077, TAC-M84531, TAC-M84532, NUDOCS 9210280205 | |
| Download: ML20115J476 (73) | |
Text
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, g necy a r- cawy 40 invenc% Cen*M PM way nog ou, nm a h rtrany -m Aubrm YPOl le hme PT, U r7 7H' C.K.McCoy Georgia Power vo em m wa y y e Pufd P * ' We'i f*"W % Wm October 7, 1992 Docket Nos. 50-424 ELV-04077 50-425 TAC M84531 M84532 U. S. Nuclear Regulatory Commission ATTN: Document Control Dock Washington, D.C. 20555 Gentlemen:
VOGTLE ELECTRIC GENERATING PLANT RESPONSE TO REQUEST FOR INFORMATION AND APPLICATION FOR WITHHOLDING REGARDING SOUTHERN NUCLEAR SECOMING THE LICENSED OEERldQE t Pursuant to the request of the Nuclear Regulatory Commission
_(NRC) in our September 28, 1992 meeting and by letter on October
[
2, 1992, Georgia Power Company (GPC) hereby submits a copy of the September 25, 1992 Draft Nuclear Operating Agreement between Georgia Power Company and Southern Nuclear Operating Company (hereinafter the " Operating Agreement"). The Operating Agreement contains information confidential to GPC and Southern Nuclear.
Pursuant to 10 C.F.R. S 2.790 (b) (1) , GPC, on behalf of itself and as agent for Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia and The City of Dalton, Georgia, requests that-the enclosed Operating Agreement be withheld from public disclosule on the ground that such Operating Agreement contains privileged or confidential commercial or financial information.
In accordance with 10 C.F.R. $ 2.790(b) (1) , an affidavit in support of this application for withholding, by Mr. C. K. McCoy, Vice President of GPC and Vice President of Southern Nuclear, is attached herewith.
A redacted, non-confidential copy of the Nuclear Operating Agreement is also enclosed, which can be placed in the NRC's public document rocm.
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Georgia Power d U. S. Nuclear Regulatory Commission ELV-04077 Page 2-Should you have any questions concerning this matter, please contact Mr. J. A. Bailey at (205) 870-7097.
Sincerely, C. K. McCo, Enclocures: 1. Affidavit of C. K. McCoy
- 2. September 25, 1992 Draft Huclear Operating Agreement between Georgia Power Company and Southern Nuclear Operating Company - CONFIDENTIAL
- 3. September 25, 1992 Draft Nuclear Operating Agreement between Georgia POWor Company and Southern Nuclear Operating Company - REDACTEC NON-CONFIDENTIAL
^
cc: Gngrgia Power Company Mr. R. P. Mcdonald, Executive Vice President Mr. W. B. Shipman, General Manager - Plant Vogtle NORMS j LS. NtLqlear Reuulatorv ComnLiaqLQn4_Jashinntpn, Q(!
Mr. D. S.' Hood, Licensing Project Manager - Vogtle U2S. Nuclear Reaulatory Commisalon, Wanhinqtqn, DC Mr. S. D. Ebneter, Regional Administrator Mr.-B. R. Bonser, Senior Resident Inspector - Vogtle
! Stato of Georala l Mr. J. D. Tanner, Commissioner, Department of Natural Resources (w/ appropriate Enclosures) 1 % 11%
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6 f f 1 D.A V, 1 I _
STATE OF ALABAMA COUNTY OF SHELBY Personally appeared before the undersigned. attesting officer, duly authorized to administer oaths.in the State and County aforesaid, C. K. McCoy, who, after being duly sworn, states and deposes on oath as follows:
- 1. My name is C. K. McCoy and, as an officer of-both the Georgia Power Company (GPC) and the Southern Nuclear-Operating Company, I am authorized to execute this Affidavit on behalf of GPC and Southern Nuclear. All statements contained in this Affidavit are true and correct to tho.best.
of my knowledge, information and belief.
- 2. I have read the attached September 25, 1992 Draft Nuclear Operating Agreement between Georgia Power Company and Southern _ Nuclear Operating Company (the " Operating Agreement") and have consulted with such employees of GPC and Southern Nuclear as I deemed necessary concerning its contents.
- 3. The Operating Agreement contains confidential or privileged commercial or financial information and it should be withhnld from public disclosure pursuant to 10 C.F.R. S 2.790 based on the following:
- a. The Operating Agreement-is a draft agreement which-is
-undergoing final review-and approval by the owners of Plants Hatch and Vogtle (GPC, Oglethorpe Power-Corporation, the Municipal. Electric Authority of Georgia, and The Citr lof Dalton,EGeorgia) (hereaf ter the
" Owners"), their respective legal counsel and governmental authorities having. jurisdiction over matters involving the Operating. Agreement,
- b. The Operating Agreement has been held in confidence;by GPC and Southern Nuclear and has been disclosed only to Southern Nuclear, the owners, their respective legal-counsel, and_such-governmental authorities an'have-jurisdiction over-matters involving the Operating Agreement.
- c. The contents of the Operating Agreement are not available in'public sources.
- d. The Operating Agreement.was. developed through extensive negotiations among the Owners-and at considerable expense. Timely completion of all reviews and approvals necessary prior to execution of the Operating Agreement is essential to avoiding additional expenses
~. . .- . .
1 to the_ Owners. Public disclosure of the contents of the. Operating Agreement could adversely effect-the interests of the Owners.
- c. The Operating Agreement contains agreements by Southern Nuclear to perform services which, if disclosed to the public could adversely effect the ability of-Southern Nuclear to negotiate more-favorable terms and conditions in operating _ agreements for other nuclear facilities.
FURTilER AFFIANT SAYETil NOT.
j Sworn to and subscribed before me this 9 v' day of October, 1992.
ffdLM '[], be nh Lv Notary Public
~[ , . _., g g,g u g,.,
(NOTARIAL SEAL) l 4-l
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09-25-92 REDACTIQ NON-CONU DRETJ2L NUCLEAR OPERATING AGREEMENT DETWEEN GEORGIA POWER COMPANY AND GOUTHERN NUCLEAR OPERATING COMPANY, INC.
DATED AS OF
1 TABLE OF CONTENTS 2 ,
3 ARTICLE I . . . . . . . . . . . . . . . . . . .. . . . . . . 2 4 1.1 " Agency Functions" . . . . . . . . - . . . - . . . . . 2 5 1.2 " Dalton" . . . . . . . . . .. . . . . . . . . . . 2 6 1.3 "Each Plant" . . . - . . . . . . . . . . . . . . . . 2
?
7 1.4 " Effective Date" . . . . . . . . . . . . . . . .. 2 8 1.5 " Fuel Budget"' . . . . . . . . .. . . . . . . . . . 2 9 1.6 " Fuel Plan" . . . . . . . . . . . . . . . . . . . 2 10 1.7 " Fuel Services" . . . . . . . . . . . . . . . . . 3 11 1.8 " Governmental Authority" . . . . . . . . . . . . . 3 12 1.9 "GPC" . . . . . . . . . . . . . . . - . . . . . . . 3 13 1.10 " Legal Requirements" . . . . . . . . . . . . . . . 3 14 1.11 " Major Contract" . . . . . . . . . . . . . . . . . 4 15 1.12 "MEAG" . . . . . . . . . . . . . . . . . . . . . . 5 16 1.13 "New Investment Budget" . . . . . . . . . . . . . 5 17 1.14 "New Investment Services" . . . . . . . . . . . . 5 18 1.15 "NRC" . . . . . . . . . . . . . . . . . . . . . . 5 19 1.16 " Nuclear Interface Procedure" . . . . . . . . . . 5~
20 1.17 " Nuclear Managing Board," " Managing Board," or-21 " Board" . . . . . . . . . . . . , . . . . . . . . . 6 22 1.18 " Nuclear Managing Board Agreement" . . . . . . . . 6 23 1.19 " Nuclear Operating Services" . . . . . . . . . . . 6 24 1.20 " Nuclear Services Agreement" . . . . . . . . . . . 6 25 1.21 " Nuclear Services Contractor" . . . . . . . . . . 6 26 1.22 " Nuclear Support Services" . . . . . . . . . . . . 6 27 1.23 "OEMC" . . . . . . . . . . . . . . . . . . . . . . 7
r-1.24 "Oglethorpe" . . -. .. . . . . . . . . . . . . . . 7 1
1.25 " Operating Agent" - . . . .. . . _ . . . . . . . . . 7 3.
3 1.26 " Operation and Maintenance Dudget" . . . . . . . . 7-4 1.27 " Operation and Maintenance Services" . .. . . . . 7 1.28 " Participants" . . . . . . . . . . . . . . .. . . 8 5
1.29 " Participants' Agent" . . . . . . . . . . . . . . 8 6
1.30 " Participation Agreements" . . . . . . . . . . . . 8 7 ,
1.31 " Plant }{atch" . . . . . . . . . . . . . . . . . . 8 8
1,32 " Plant Vogtle" . . . . . . . . . . . . . . . . . . 8 9
" Prudent Utility Practice" . . . . . . . . . . . . 8 10 1.33 11 1.34 " Services Plan" . . . . . . . . . . . . . . . . . 9 1.35 " Southern Electric System" . .. . . . . . . . . . . 9 12 1.36 " Southern Nuclear" . . . . . . . . . . . . . . . . 9 13 14 1.37 " Southern Services" . . . . . . . . . . . . . . . 9 15 1.38 " Strategic Plan" . . . . . . . . . . . . . . . . . . 9 16 1.39 "The Southern Company" . . . . . . . . . . . . . . 9 1.40 " Undivided Ownership Interest" . . . . . . . . . . 9 17
-18 1.41 " Willful Misconduct" . . . . . . . . . . . . . . . .10 l
19.
20 : ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . 10-21 2.1 Appointment of Southern Nuclcar as Operating Agent 22 and Scope of Authority . . . . . . . . . . . . . . 10-23 2.2 Responsibility for the Safe Operation of Each 24 Plant . . . . . . . . . . . . . . . .. . . . . .. 10 25 2.3 Responsibility for Economic Operation . . - . . . . . 11' 26 2.4 Inci, ental' Authorities of Southern Nuclear . . . . 12 l
11
1 2.4.1 Access to and Control of Each Plant . . . . 12 2 2.4.2 Licenses and Permits for Each Plant . . . . 12 3 2.4.3 Costs, Obligationa and Liabilities . . . . . 12 4 2.5 Transition from GPC to Southern Nuclear . . . . . . 13 5 2.5.1 Transfer of Organization and Staff . . . . . 13 6 2.5.2 Assignment and Administration of Contracts . 14 7 2.6 Support Services to be Provided by GPC . . , . . . 14 8 2.7 Other Authorities and Responsibilities of Southern 9 Nuclear . . . . . . . . . . . . . . . . . . . . . . 15 10 2.7.1 Staff and Personnel . . . . . . . . . . . . 15 11 2.7.2 Reductions in Capacity and Outages at Each 12 Plant . . . . . . . . . . . . . . . . . . . . 16 13 2.7.3 Steady State Operation . . . . . . . . . . . 17 14 2.7.4 Membership and Participation in Industry 15 Organizations . . . . . . . . . . . . . . . . 18 16 2.8 Contracting . . . . . . . . . . . . . . . . . . . . 18 17 2.8.1 Contracts with Affiliated Entities . . . . . 18 18 2.8.2 Contracts with Non-affiliated Third 19 Parties . . . . . . . . . . . . . . . . . . . 19 20 2.9 Decommissioning of Each Plant . . . . . . . . . . . 22 21 2.10 GPC Retains Responsibility for all Agency 22 Functions . . . . . . . . . . . . . . . . . . . . . 22 23 2.11 Authority to Act as Agent for GPC and Right of 24 Third Parties to Rely on Agency . . . . . . . . . . 23 25 iii
1 ARTICLE III . . . . . .. . . .. . . . . . . . . . . . . . . . 24 2- 3.1 Meetings with the Nuclear Managing Board .. . . . 24 f3~ 3.2 Plans and Budgets . . . . . .- .. . . . . . . . . 24 4 3.2.1 Strategic Plan . . . . . . . . . . . . . . . 25 5- ( REDACTED ) . . . . . - . . . . . . . . . . . . 25 -
6 [ REDACTED ) . . . . . . . . . . . . . . . . .. _26 7 [ REDACTED ] . . . . . . . . . . . . . . . . . 26 ,
8 [ REDACTED ) . . . . . . . _ . . . . . . . . . . 26 9 ( REDACTED ) . . . . . . . . . . . . . . . . . 27 10 [ REDACTED ) . . . . . . . . . . . . . . . .. 27 11 3.2.2 Fuel Plan . . . . . . . . . . . . .- . . .. 27 12 3.2.3 Operation and Maintenance Budget . . . , . . 28 13 3.2.4 New Investment Budget . . . . . . . , _. . . 29 14_ 3.2.5 Fuel Budget . . . . . . . . . . . .. . . . . 29 15 3.3 Information and Approvals . . . . . . . . . . . . . 29 16 3.3.1 [ REDACTED ) . . . . . . . . . . . . . . . . 29 17 3.3.2 [ REDACTED ] . . . . . . . . . . . . . . . . 30 18 3.3.3 [ REDACTED ] . . . . . . . . . . . . . . . . 30 19' 3.3.4 .[ REDACTED-) . . . . . . . . . . . . . . . . 30 20 3.3.5 [ REDACTED ] . . . . . . . . . . . - . . . . . 30 21 3.3.6 [ REDACTED ) . . . . . . . . . . . . . . . . 31 22 3.3.7 [ REDACTED _] . . . . . . . . . . . . .. . . 31 23 3.3.8 [ REDACTED ) . . - . . . . . . . . . . . . . .- 31 24 3.3.9 (_ REDACTED ]_. . . . . . . . . . . . . . . . 31 L
1V-
1- 3.3.10 Non-routine Information . . . .. . . . . . . 32-
- 2. 3,3.11 -Inf ormal Inf ormatioJ; . ._ . .. . . . .__. . 33 3 3.4 Site' Representatives . . . .- . . . . . . . . . . . 33 4 3.5 Plant Tours . . . . . . . . . . . . . .- . . . . . . 33 5 3.6 Management Audit . . . . . . . . + . .- . . . . . . 34 6 3.7 Civil Penalties and Meetings . . . . . . . . . . .- 35 7
8 ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . -35 9 4.1 Entitlement of Participants to Output . . . . . . . 35 10 4.2 Determination of Output - Responsibility for 11 Station Service and Losses . . . . . . . . . . . . 35 12 13 ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . 36 14 5.1 Costs Payable by GPC . . . . . . . . . . . . . . . 36 15 . 36 16 . 37 17 . 38
'18 [ REDACTED ] . 39 19 .- 40.
20 . 41 21 5. 2- Resolution of Disputes as to Payments-. . . . . . . 42 22 23 ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . .. . . 43 24 6.1 Confidentiality . . . . . . . . . . . . . . . . .- . 43-25 -6.2 Restricted Data.. . . . . . . . . . . . . , , , . .- 4 4 --
V
1 6.3 Safeguards Information . . . ._ . .. . , , . . . . 44 2
3 ARTICLE VII . . . . . . . . . . . . . ... . . . . . . . . . 45 4 7.1 [ REDACTED) . . . . . . . . . . . . . . . . . . . . 45-5 7.2 [ REDACTED) . . . . . . . - - . . . . . . . . . . .. . 45 6 7.3 Notification and Participati?:. in Defenso of 7 Claims . . . . . . . . . . . . . . . . . . . . . 47 8 7.4 [ REDACTED) . . . . . . . . . . . . . . . . . .. . 48.
9 7.5 Limitation of Liability . . . . . . . . . . . . . . 49 10 7.6 Severability . . . . . . . . . . . . . . . . . . . 49 11 12 ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . 50 13 8.1 Nuclear Insurance . . . . . . . . . . . . . . . . . 50 14 8.2 Other Insurance . . . . . . . . . . . . . . . . . . 50 15 8.3 Waiver of Subrogation . . . . . . . . . . . . . . . 51 16 8.4 Cooperation . . . . . . . . . . . . . . . . . . . . 51
-17' 8.5 Workers' Compensation Insurance . . . . . . . . . . 52 18 8.6 Additional Insurance . . . . . . . . . . . . . . . 52 19 8.7 Payment of Premiums . . . . . . . . . .. , . . . . 53 20 8.8 Cancellation of Insurance . , . . . . . .. . . . . 53-21 22 ARTICLE IX . . . . . . . . . . . . . . . . . .. . .. . . .- 53 23 9.1 Term . . . . . . . . . . . . . . . . . . .. . . . 53 24 9.2 Termination of the-Nuclear Services Agreement . . . 54 vi l
1 2- ARTICLE X .. . . . . . . . . . . . . .. . . . . . . . . . . 54 3 10.1 Termination . . . . . . . . . . . . . . . . . . . 54.
4 5 ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . .. 56 6 11.1 Holidays, Business Days . . . . . . . . . . . , , 56 7 11.2 Entire Agreement . . . . . . . . . . . . . . . . . 57 8 11.3 Assignments . . . . . . . . . . . . . . . . . . .- 57 9 11.4 Modifications . . . . . . . . . . . . . . . . . . 57 10 11.5 Governing Law . . . . . . . . . . . . . . . . . . 57 11 11.6 Counterparts . . . . . . . . . . . . . . . . . . . 57 12 11.7 Waivers . . . . . . . . . . . . . . . . . . . . . 58 13 11.8 Sale or Disposal of Property . . . . . . . . . . . 58 14 11.9 [ REDACTED ] . . . . . . . . . . . . . . . . . . . 58 15 11.10 Notices . . . . . . . . . . . . . . . . . . . . 59 16 11.11 Captions . . . . . . . . . . . . . . . . . . . . 59 17 11.12 Singular and Plural; Gender . . . . . . . . . . . 60 18 11.13 Third-Party Beneficiaries . . . . . . . . . . . . 60 19' 11.14 Severability . . . . . . . . . . . . . . - . . . . 60 20 11.15 Agency . . . . . . .. . . . . . . . . . ... . . 60 21 vii l
i
1 NUCLEAR OPERATING AGREEMENT 2 DETWEEN 3 GEORGIA POWER COMPANY 4 AND 5 SOUTHERN NUCLEAR OPERATING COMPANY, INC.
6 7
8 THIS NUCLEAR OPERATING AGREEMENT is made and entered into as 9 of ,
between Georgia Power Company ("GPC") ,a 10 corporation organized and existing under the laws of the State of 11 Georgia; and SOUTHERN NUCLEAR OPERATING COMPANY, INC. (" Southern Nuclear"), a corporation organized and existing under the laws of 12 13 the State of Delaware.
14 15 WITNESS E T Hs 16 WHEREA3, GPC, Oglethorpe, MEAG and Dalton (collectively the 17 " Participants"), joint owners of Plant Hatch and Plant Vogtle, 18 have previously entered into the Participation Agreements 19 pursuant to which Oglethorpe, MEAG and Dalton have irrevocably 20 appointed GPC as their agent in connection with the planning, 21 licensing, design, construction, acquisition, completion, _
22 management, control, operation, maintenance, renewal, addition, 23 replacement and disposal (hereinafter the " Agency Functions") of 24 Plant Hatch and Plant Vogtle; 25 WHEREAS, GPC and its affiliates are undertaking to organize 26 their nuclear operating expertise within Southern Nuclear, an 27 affiliate of GPC dedicated to the operation of nuclear powet 28 plants; 29 WHEREAS. GPC has determined that it can best carry out its 30 Agency Functions through engaging Southern Nuclear to perform 31 Nuclear Operating Services (as hereinafter defined);
1 NOW, THEREFORE,_in consideration of the premises.2nd the.
2 mutual' obligations hereinafter-stated, the parties hereto agree 3 as follows:
4 ARTICLE I 5 DEFINITIONS 6 As used herein, the following terms and-phrases-shall have, 7 respectivelyc the following meanings:
8 1.1 " Agency functions" means the functions of the 9 Participants' Agent described in the first recital of this 10 Agreement.
11 1.2 " Dalton" shall mean the City of Dalton, Georgia, 12 acting by and through its Board of Water, Light and Sinking Fund 13 Commissioners, and their-respective successors and assignees.
14 1.3 "Each Plant" shall mean and refer to, respectively, 15 Plant Hatch and Plant Vogtle individually;_ provided, that should 16 activities concerning Plant Hatch or Plant Vogtle be undertaken 17 with respect to one unit of such plant individually, the phrase 18 Each Plant means and refers to that unit and related' common
-19 facilities.
20 1.4 " Effective Date" shall mean the date on which Southern 21 Nuclear implements the authorization by the NRC to operate and 22 maintain Each Plant.
23 1.5 " Fuel Budget" shall mean the budget described in 24 Section 3.2.5 hereof.
2
-1 1.6- " Fuel Plan" shall mean the plan described in Section 2 3.2.2 hereof.
3 1.7 " Fuel Services" shall mean work relating to supplying--
4 and managing the nuclear fuel for Each Plant including, but not 5 limited to, planning, procurement, contract administration, fuel 6 cycle oesign, fuel core and assembly design, fuel quality 7 assurance, nuclear materials management, and all activities.
8 relating.to procurement, convarsion, enrichment, fabrication, 9 transportation, installation, monitoring, repairing, storage, 10 reprocessing and disposal of uranium, nuclear fuel, related 11- materials and waste products, i
12 1.8 dGovernmental Authority" shall mean any local, state, j 13 regional or federal administrative, legal, judicial, or executive 14 agency, commission, department or other entity, and any person 15 acting on behalf of any such entity.
16 1.9 "GPC" shall mean Georgia Power Company, a corporation 17 organized and existing under the laws of the State of Georgia, 18 and its successors and assigns.
19 1.10 " Legal Requirements" shall mean all laws, codes, 20- ordinances,' orders, judgments, decrees, injunctions, licenses, 21 rules, permits, approvals, written agreements, regulations and 22 requirements of or issued by every Governmental Authority having 23 jurisdiction over the matter in question, whether federal, 24 regional, state or local, which may be applicable to Southern 25 Nuclear or to GPC or to Each Plant or any of the real or personal 26 property comprising Each Plant, or to Nuclear Operating Services, 3
1 or to 11uclear Support Services, or the use, occupancy, 2 possession, operation, maintenance, construction, 3 decommissioning, acquisition, installation, alteration, 4 rcplacement, reconstruction or disposal of Each Plant or any part 5 thereof.
6 1.11 " Major Contract" shall mean 7
8 _
9 10 11 ( REDACTED ]
W 4
7 2
1 2 ( REDACTED-]
3
~
4 1.12 "HEAG" shall mean the Municipal Electric Authority of S Georgia, a public corporation and an instrumentality of-the State 6 of Georgia, and its successors and assigns.
7 1.13 "New Investment Budget" shall mean the budget 8 described in Section 3.2.4 hereof.
9 1.14 "New Investment Services" shall mean work undertaken 10 with respect to Each Plant relating to the planning, design, 11 licensjng, acquisition, construction, completion, renewal, 12 improvement, addition, repair, replacement,-enlargement, or 13 modification of any Unit of Property as described in the 14 Retirement Unit Manual of the Southern Electric System, including 15 any amendments thereof as may from time to time be appropriate or 16 necessary to comply with Legal Requirements, under circumstances 17 where expenditures _for such work are to be capitalized in 18 accordance with the Electric Plant. Instructions of the Uniform 19 System of. Accounts prescribed for Class A and B utilities by the-20 Federal Energy Regulatory Commission.
21 1.15 "NRC" shall mean the United States Nuclear-Regulatory-22 Commission or any successor agency authorized to regulate and 23 license utilization facilities pursuant to the Atomic Energy Act 24 of 1954, as amended.
5
1 1.16 " Nuclear Interface Procedure" shall have the meaning
.2 assigned in Section 2.6:horeof.
3 1.17 " Nuclear Managing Board," " Managing Board," or " Board" 4 shall mean the board established pursuant to Section:2.1 of the 5 Nuclear Managing Board Agreement, the members of which are
-6 representatives of the Participants.
7 1.18 " Nuclear Managing Board Agreement" shall mean that 8 certain Amended and Restated Nuclear Managing Board Agreement 9 among'GPC, Oglethorpe, MEAG and Dalton dated as of the date ,
10 hereof, as amendea from time to time after such date.
11 1.19 " Nuclear Operating Services" shall mean Fuel Services, 12 New Investment Services, and Operation and Maintenance Services 13 with respect to Each Plant.
14- 1.20 " Nuclear Services Agreement" shall mean that certain 15 Nuclear Services Agreement between Southern Nuclear Operating-16 -Company, Inc. and Georgia Power Company, dated as of Octo'oer 31, 17 1991, for the procurement of Nuclear-Support Services in support 18- of the operation and maintenance of Plant Hatch and' Plant =Vogtle 19 which agreement shall be terminated on the. Effective Date in 40 accordance with Section 9.2 hereof.
21 1.21 " Nuclear Services Contractor"-shall mean the entity 22 'who shall provide' Nuclear Support Services pursuant to the 23 Nuclear Services Agreement.
24 1.22 " Nuclear Support Services" shall mean those services 25 to be performed by the Nuclear Services Contractor for the 26 Operating Agent in-accordance with the Nuclear Services 6
1 Agreement. Nuclear Support Services shall not include any 2 activity which is required by the NRC operating licenses to be 3 performed directly by the licensee.
4 1.23 "OEMCd shall mean the Oglethorpe Electric Membership 5 Corporation, now known as Oglethorpe Power Corporation.
6 1.24 "Oglethorpe" shall mean Oglethorpe Power Corporation 7 (.'a Electric Membership Generation & Transmission Corporation) ,
8 an electric n abership corporation organized and existing under __
9 Title 45 of the Official s de of Georgia Annotated, and its 10 successors or assigns.
11 1.25 " Operating Agent" shall mean the entity licensed by 12 the NRC to operate and maintain Plant Hatch and Plant Vogtle.
13 1.26 " Operation and Maintenance Budget" shall mean the 14 budget described in Section 3.2.3 hereof.
15 1.27 " Operation and Maintenance Services" shall mean work 16 for the Participants relating to the possession, management, 17 control, start up, operation, availability, production of energy, 18 maintenance, modification, shutdown, retirements, and 19 decommissioning including, but not limited to, any planning, 20 design, engineering, labor, procurement of materials and 21 supplies, materials management, quality assurance, training, 22 security, environmental protection, and handling of any source 23 material, special nuclear material or by-product material 24 together with maintaining or obtaining licenses and regulatory 25 approvals related thereto, governmental affairs or regulatory 26 relationships, and all other activity that is not included in or 7
. _ _ = .-_ - _ _ _ - _ _ _ - _ _ ____--_ _
performed as New Investment. Services or Fuel Services, but'which 2 is required for the operation and maintenance of Each Planttor.
3 that may be required to comply with Legal Requirements.'
4~ 1.28 " Participants" shall mean GPC, Oglethorpo, MEAG and 5 Dalton, who' jointly own Each Plant. References to the 6- " Participants" herein are not intended to and do'not amend or 7 modify rights among the Participants in any Participation-8 Agreement or other agreement among them.
9 1.29 " Participants' Agent" shall mean GPC, acting in-its 10 own behalf and as agent for the other Participants pursuant-to 11 the Participation Agreements and pursuant to the Nuclear Managing 12 Board Agreement. ,
13 1.30 " Participation Agreements" shall mean the agreements 14 identified in Section 1.31 of the Nuclear Managing Board 15 Agreement, as the same may be amended from time to time 16 hereafter.
( 17 1.31 "Pl nt Hatch" shall have the meaning assigned in 18 Section 1.32 of the Nuclear Managing Board Agreement.
! 19 1.32 " Plant Vogtle" shall have the meaning assigned in 2C Section 1.33 of the Nuclear Managing Board Agreement.
21 1.33 " Prudent Utility Practice" shall mean L
22 23 [ REDACTED ]
~24 l 25.
8
1 --
2- ,
3 ( REDACTED )
4-5 6
7 1.34 " Services Plan" shall have the meaning assigned in 8 Section 2.6 hereof.
9 1.35 " Southern Electric System" shall mean the electric 10 utility operating company subsidiariec of The Southern Con,pany 11 and Southern Services, collectively.
12 1.36 " Southern Nuclear" shall mean Southern Nuclear
'13 Operating Company, Inc., a corporation, organized and existing 14 under the laws of the State of Delaware, and its successors.and-15 assigns.
- 1. 1.37 "Sauthern Services" shall mean Southern Company ,
17 Services, Inc., a corporation organized and existing under the la laws of the State of Alabama, and its successors and assigns.
- 19. 1.38 " Strategic Plan" shall rean the plan containing the 20 information described in Section 3.2.1 hereof.
21 1.39 "The Southern Company" shall mean The Southern 22 Company, a corporation organized and existing-under the laws of' 20 the State of Delaware, the subsidiaries-of which include, but are 24 not limited to, GPC, Southern Nuclear and Southern _Servicos.-
9
1 . 40 " Undivided Ownership Interest" shall mean the' interest 2 cach Participant owns as a tenant-in common with the other 3 Parti.-pants in Each Plant.
4 1.41 " Willful Misconduct" shall have the meaning assigned 5 in Section 7.2 hereof.
6 ARTICLE II
' AUTHORITY AND.5ESPONSIBILITY OF SOUTHERN NUCLEAR
'8 WITH RESPECT TO OPERATION OF EACH PLANT 9 2.1 Appointment of Southgrn Nuclear as Operatina Acent and
-10 Scope of authority.
11 GPC, on behalf of itself and as agent for the other 12 Participants, hereby appoints Southern Nuclear to be the 13 Operating Agent of Each Plant on and after the Effective Date and 14 Southern Nuclear hereby accepts such appointment. As the 15 Operating Agent of Each Plant, Southern Nuclear is authorized to 16 perform and shall be responsible for the performance of all 17 Nuclear Operating Services for Each Plant for and on behalf of 18 GPC in accordance with (i) Legal Requirements, including 19 specifically, but without limitatior., the NRC operating licenses 20 for Each Plant and the rules and regulations of the NRC in effect 21 on and after the Effective Date, (ii) the terms of the 22 Participation Agreements, Nuclear Managing Board-Agreement and 23 this Agreement to the extent such terms do not conflict with 24 Legal Requirements, and (iii) Prudent Utility Practice subject to 10 1
1 Legal Requirements and the terms of the agroomer,ts identiflod in [
i 2 clause (ii). l 3 2.2 Raapannibi1itv fsr_thn_fAfs_9pcIAt.Lon_.of_EngJl_ Plant. ;
4 llotwithstanding any provisions of this Agroomont or any 5 other agrooment, on and after the Effootivo Dato Southern 6 flucioar, as the operating Agent, shall be responsible for tho 7 safe oporation and maintenance of Each Plant and is hereby-
- 8 exclusively authorized o tako such actions in the operation of.
9 Each Plant, including without limitation the sale shutdown of 10 each unit at Each Plant, as Southern ilucioar in its solo-11 discretion dooms nocessary to protect the health and safety of 12 the public, including the personnel engaged in the operation-and 13 maintenanco of Each Plant, and to protect the property at Each 14 Plant. In order that Southern Nuclear may moot such 15 responsibility and implement such authority, GPC shall be 16 obligated to provido Southern Nuclear.with financial resources in 17 accordance with the terms of this Agroomont and shall otherwiso 18 coe' *ato with Southern Nuclear in mooting such responsibil4ty
- 19 and implomonting-such authority.
20 2.3 Epyngngihility_f.9I_.EcAn9Ei.c _op o r a t i on .
21 Subject to its primary responsibility set forth in Section ,
22 2.2 and the provisions of Section 2.1, Southern Nuclear shall in 3 23 accordance with Prudent Utility Practico ondeavor to achiove 24 rollable-performanco of Each Plant, to maximize.the capacity and ,
25 availability factors and minimizo forced outage rates and f
11
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1 durations of each unit at Each Plant and to produce busbar costs 2 an low as reasonably possible.
3 2.4 Ing113 ent D_1_AV.th 9 thiqE_qf_EQ321hn rn_1Lu.q1sta r .
4 2.4.1 AGCnsE_tQ._cIld_Crntrgl_nf J0.th_P.1 Ant. On and 5 after the Effective Date, Southern 11uclear is hereby granted 6 unrestricted access to and the exclusive right to use and 7 control the use of all property at Each Plant (including, 8 without limitation, the Exclusion Area designated in the _
9 Final Safety Analysis Report Update for Each Plant) and all 10 facilities, equipment and materials situated thereon, and to 11 determino all activities within the site boundary of Each 12 Plant.
13 2.4.2 L Lesp o qs_n ndlerpitto_LQ tJAgit_El a D t . On and 14 after the Effective Date, Southern 11uclear shall be 15 authorized to and responsible for obtaining, mairtaining and 16 complying with all licenses and permits required fot* the 17 operation and maintenance and the decommissioning of Each
~
18 Plant from the 11RC and other regulatory authorities. In 19 connection with such authority and responsibility, Southern 20 11uclear shall be responsible for implementing the onsite 21 cmergency plan for Each Plant and for coordination 22 activities with local, state and federal authorities in 23 accordance with their respective offsite emergency plans.
24 2.4.3 GQDiL O b 1ig allons._ an fl_ Lia b_L1it_LtE . On and 25 after the Effective Date, Southern 11uclear is hereby 26 authorized to incur costs, liabilities and obligations, 12
1 purchase equipment, msterials and supplies, perform or 2 retain third parties to perform work and services, and take 3 all actions as may be required to meet its responsibilitica 4 and implement its authorities under this Agreement, subject 5 to the reporting, accounting and auditing requirements set 6 forth in this Agreement, the Participation Agrooments and 7 the Nuclear Managing Board Agrooment; provided, however, to 8 the extent that the need for any of the foregoing actions is 9 known in advance, then Southern Nucicar shall comply with 10 the provisions of Section 3.2 concerning planning and 11 budgeti..g and all other applicable provisions of this 12 Agreement. Witn respect to all other actions, Southern 13 Nuclear shall comply with the terms of this Agreement, the 14 Participation Agreements and the Nuc1 car Managing Board ;
i 15 Agreement.
16 2.5 T_r_ansition from GPC to Southern NuginAI.
17 2.5.1 TIAnr2f.nr of OIggnitp11gLaM_Itt31[. On the la Effactive Date, GPC shall transfer intact to Southern 19l Huc1 car and Southern Nuclear-shall accept the onsite 20 organization responsible for licensed activities at Each 21 Plant, in place immediately prior to the Elfective Date, or 22 such portions thereof, if any, all in accordance with-the-23 NRC operating licenses as amended on the Effective Date.
24 Prior to the Ef fective Date, GPC and Southern Nuc1 cat- shall
-25 in cooperation take all measures necessary to effect auch 26 transfer without disruption and as efficiently as possible.
13
. . . , ~ ~ - -- ,- -
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3 .I
, All changes in personnel or in *,ho assignments of.
O personnel shall be in accordance with Legal Requirements and ;
6 subject to the provisions of this Agroomont. !
7 2.5.2 Analgnagnt._anglJainbLtration of Contrac_ts. GPC .
8 shall assign and transfer to Southern Nuclear all contracts, 9 agrooments, procuromont documents ind work authorizations in 10 offect on tha Effective Date. Such assignments and 11 transfers shall becomo offectivo not later than the 12 Effectivo Date and shall be accepted by southern-Hucicar.
13 In the ovent any such contract, agrooment, procuromont ,
14 document or work authorization is by its terms nonassignable 15 or the assignment thoroof requires the consent of the 16 contractor which cannot be readily obtained without ,
i 17 renegotiation, GPC shall a r Sorizo Southern Nuclear to 18 administer and enforce such contract, agrooment, document or 19 Work authorization as GPC's agent._ After recolpt of any 20 auch assignment, transfor'or authorization to administer, 21 Southern Nuclear shall have the exclusive responsibility for -
22 the administration and enforcement thereof in accordanco-23' with the terms thoroot.
14
.._ _ . . . . . _ . . . , _ . . . - . _ -....~__..._._,-..-...-.,._....,.-.._,..,.,u,,. _,..,..,._--...,,s. -
i i
1 2.6 M1pppI1_Ecryigns to be Providnd_J2y___GPC -
2 At Southern Nuc1 car's request GPC shall furnish support 3 services or asuistance, materials, supplies, licenses, offices, 4 and real property rights including, without limitation, emergency 5 response services, power supply services, transmission and 6 distribution system repair, replacement, constructjon, and 7 maintenance, telecommunications services, public information 8 services, environmental services, accounting services, 9 procurement services, maintenance personnel, security personnel 10 or services, and other personnel, services or assistance as 11 Southern Nuc1 car may require with respect to Each Plant. Any 12 such support services which GPC shall furnish to Southern Nuc1 car 13 shall be provided at cost. Southern Nt.alear and GPC shall 14 jointly prepare and maintain a nuclear interface proceiure 15 (hereinafter a " Nuclear Interface Procedure") in order to 16 document the support services that GPC provides to Southern 1/ Nuclear. The Nuclear Interface Proceduro shall provide for (i) 18 procedures by which Southern Nuclear will budget for such 19 services, (ii) procedures for GPC to bill Southern Nuclear for 20 the costs of providing cuch servicoe, and (iii) such other 21 matters as GPC and Southern Nuclear may agree. Each requested 22 area of support services that involves a continuing interface 23 between Southern Nuclear and GPC shall be documented in a 24 services plan (hereinafter " Services Plan") which describes the 25 respective responsibilities of each company.
15
1 2.7 Qthnr Authoritles and_RestonnIbilitles of Southnra 2 Nucicar.
3 Without limiting the generality ot the foregoing, the 4 authority vested in Southern Nuc1 car hereunder shall include the S following:
6 2.7.1 Staff and Perponnel. Subject to the provisions 7 of Section 3.2.1(V) respecting Strategic Plans, Southern 8 Nuclear shall select, hire, compensato, control, and 9 discharge (when deemed appropriate by Southern Nuclear)-
10 those persons required' to satisfy its obligations under this 11 Agreement; provided, however, 12 13 14 15 16 ( REDACTED )
17 18 19 20 21 but management decisions on 22 whether or not to take personnel or salary administration-23 actions shall be made by Southern Nuclear in its solo 24 ' discretion.-
25 Southern Nuclair shall 26 [ REDACTED ]
16 o
1 3
3 [ REDACTED 1 4
5 6
7 2.7.2 RgIhtat.irJ19 in C3pAqily and OAtagpE _at Eash ,
8 p.lant . Southern Nuclear shall havo the exclusivo right to 9 shutdown or reduce the capacity of Each Plant at any tino 10 Southern 1:uclear datorminos in its solo discretion that such 11 action in appropriate to protect public health and safety or 12 to protect the personnel, property or facilities at Each 13 Plant. However, the Participants shall retain the authority 14 to datormino whether Each Plant should bo placed in standby 15 status or operated at reduced output for oconomic reasons,
-16 including the nood of any Participant for the capacity or 17 onorgy of Each Plant.
18 2.7.3 Etgady_Stato OpgIAtiqu. Southern Nuclear shall L 19 have the authority and responsibility to determine in its l '20 sole Fiscretion (i) when-it is' prudent or necessary to 21 operato Each Plant at a steady stato in order to protect the L
E 22 nuclear fuel or any plant equipment or to optimize fuel 23 usage, and (ii) the rate at which the capacity of Each. Plant L 24 may be prudently adjusted in responso to~any dispatch 25 request or demand. _ Southern Nuclear shall keep the 26 dispatcher of the power and energy generated by Each Plant-17
e t i !
informed of any such determination end intunt to operato -
I 2 Each--Plant at a steady state and the rato at which the
.3 capacity of Each Plant will be adjusted, if at all, to meet - ,
4 dispatch requests or domands. Southern llucicar recognites 5 that reductions in capacity and unplanned outagou at Each !
6 Plant could have aa adverce offect on the power supply 7 systems of the respective Participanta, their respective , !
8 costs of providing electric servjce or both. Southerr
. 9 11uclear will 10 11 12 [ REDACTED j l i 13 14 15 16 2.7.4 lhtm.btshipJDd Pa.111tipation in Ipflush 17 Orcrani st ions. Southern lluclear shall be a member of:the 18 Institute of 11uclear Power Operations ("INPO") and is hereby..
.19 authorized to participate in all applicable It1PO programst 20 which will bonofit Each Plant, including programs conducted -
21 by'the National Academy for Nuclear Training. Southern i 22 Nucicar is also authorized to participate in other nucione 23 industry groups which will benefit Plant Hatch or Plant 24 Vogtle. .- -
c, a
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3 2.8.2 Contrap_ty_ wED__llon-a f fi1latod _ Third Partign, t 4 ' Southern llucicar is authorized to ontor into any contract 5 with any non-affiliated third party for the procurement of 6 equipment, materials, suppl 10s or services; i
7 [ REDACTED 1 8
9 and provided 10 further that any such contract shall moot Legal 11 Requirements. GPC is a party to a Government Isroawide 12 contract under which it providos electric service to the 13 Fodoral Government. Southern 14uclear shall incorporato into 14 all contracts with third partica respecting Each Plant the 15 applicable provisions of the Federal Acquisition Regulations 16 including, but not limited to: 48 C.F.R. SS 52.203-6 and ;
i 17 -7; 52.215-2; 52.219-8 and -9; S2.220-3 and -4; 52.222-4, 18 -21, - 26, -
27, -
35, - 36 and -37; and 52.223-2 and -3, 19 1
20 21 22
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20 21 l
l- 22 I 23 24 2.9 Decommissioninct of Each Plant.
25 At such time as has been determined, pursuant to the 26- applicablo Participation Agreements, that any unit ~at Each Flant 22
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1 shall be permanently removed from service, Southern Nuclear shall !
a be authorized to and responsiblo for all actions required to- j 3 decommission cuch unit in accordance with Legal Requirements and i 4 a decommissioning plan approved by tho'NRC 5 [ REDACTED ) l 6 i 7 2.10 EEC_ Retain.s Roanonnihility for all Agency- Functlonra.
8 In exercising it authority as provided in this Agrooment, 9 GPC shall assure that Southern Nuclear'n performanco hereunder is 10 in furtherance of GPC's Agency Functions under the Participation 11 Agreements and accepts Southern Nucicar's actions as its own. s 12 2.11 Idithor_Lty_tp Act as Age 01_LQr GPC and _ Right of Third 13 Eptilqn__.t.p Rely __ on Aggngy.
14 In the conduct of the authority vested in Southern Nuclear 15 in this Article II, GPC hereby designates and authorizes Southern i
16 Nuclear to act as its attorney-in-fact and agent for such 17 purposes, including authority to enter into and administer -
18 contracts on behalf of GPC for procurement of materials, 19 equipment or services and authority to administer contracts i
20- entered into by GPC with respect to Each Plant. As relates to 21 all third parties, the designation of Southern Nuclear'as agent r 22 shall bo binding on GPC. Southern Nuclear accepts such 23 appointment as agent of GPC. Upon request from Southern Nuclear, 24 GPC shall provide written confirmation of this agency 25 relationship to third parties..
23 t
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1 2 ARTICLE III 3 ODLIGATIONS OF SOUTHERN NUCLEAR 4 3.1 119911DufLF_ilh_th0_lul919Ar Manaaina Board.
5 6
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17 18 19 30 21 3.3 Inf.025Ation and AplmpyAln.
I 22 Southern Nuclear shall furnish to the Nuclear Managing Board
-33 the fo? lowing information and reports:
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7 8 3.3.10 Hgn-rsMt.inq_1WarmfillR.D . Southern Nuc1 car ,
9 shall promptly provide the Participants with the following 10 informations information on work disruptions or stoppages, 11 and Notices of an Ununual Event, Alert, Site' Area Emergency, 12 or General Emergency (as such terms are defined in the 13 emergency plan for Each Plant). Southern Nuclear shall also 14 inform the Participants and the dispatcher of the power and 15 energy generated by Each Plant as soon as practical, or in 16 accordance with guidelines acceptable to the Nuclear i
17 Managing Board, after the occurrence at Each Plant of any .
- 18. unplanned outage of a unit, any significant extension of a i 19 -planned unit outage, any unplanned reduction in the capacity 20 of'a unit for an extended period, or any event.or regulatory 21- action which may substantially affect the operation of Each 22 Plant. Information in this category-also includes informal
.23 reports concerning events which Southern Nucicar believes
~24 'may result in public intercat or may lead to-inquiries to 25- Participants by members of the public,.and news releases
'26- issued by Southern Nuclear.
i 32
.. . - a.. = - . = .
i 1 3.3.11 InLorML.lDfAEMii2D. Southern liuclear shall 2 permit informal communications between representatives of 3 any Participant and Southern 11uclear's employees of a 4 general nature and shall give representatives of the 5 Participants access to routine reports and records on plant o operations and conditions that are normally readily 7 available at Each Plant.
8 3.4 Site _Repre e ntatives.. -
9 10 11 12 13 14 [ REDACTED )
15 16 17 18 19 20 21 3.5 Pl011t_Tmim-22 Each Participant shall aava the right to have its 23 representatives and guests viait Each Plant, with prior approval 24 of Scathern Nuclear, to tour the facilities, and observe plant 25 activities; provided that such visit or tour will not interfere 26 with the operation of the plant, plant safety or security. Such 33
1 i
1 representatives and guests shall comply with all-applicable rules 3- and regulations in effect at Each Plant whether imposed by !
3 Governmental Authority or by Southern 14uclear.
4 3<6 lianagement Audit.
5 6
-7 i
8 9
10 [ REDACTED ]
11 12 13 ,
14 15 16 17 18 {
19 30 21 i
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1 3.7 plyil Penalt(ec and Meetings. l 3
3 4
5 6
7 [ REDACTED.)
8 9
10 11 12 13 ARTICLE IV 14 ENTITLEMENT TO OUTPUT 15 4.1 Entitlement of P_articipants to Outout.
16 The Participants shall be entitled to all of the output from 17 Each Plant at the time generation in such units occurs. Southern 18 Nuclear shall have no entitlement to output or. control over 19 scheduling of the units other than such control as is necessary 20 for the safe or prudent operation or shutdown of Each Plant.
21 4.2 Determination of Outnut - Responsibility for Station 22' Service and Losses.
- 23. Output of Each Plant shall be the gross generation of such '
24 . plant, less station service requirements, and less adjustments -
25 for losses experienced. GPC shall be responsible for providing 26 all offsite electric power required at Each Plant'whenever the 35 i k
~
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1 station service and losses exceed the gross generation of such 2 plant.
3 ARTICLE V 4 COSTS 5 5.1 _ Costs PayAb_lp_by GPC.
6 GPC shal1 pay to Southern Nuclear the costs incurred by 7 Southern 11uclear in providing Nuclear Operating Services for Each 8 Plant.
9 10 11 12 13 [ REDACTED )
14 15 16' 17 18 19 20-21 22 23 24 l~
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7 8 5.1.4 Revision.
9 10
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15 16 ll 17 18 19 20 21 I 22 5.1.5 Advancement of Funds. Southern Nuclear shall 23 prepare forecasts, in such1 frequency, form and; detail as-GPC
-1 24 shall. direct, of the' funds required-to. pay Southern
.25 Nuclear's anticipated _ costs of the Nuclear Operating i
39
i s
1- Services to be provided to GPC and the dates on which -I
- P payment of such anticipated costs shall'become due.- -GPC' 1 shall advance funds or cause funds'to bo advanced to 4 Southern Nuclear in such amounts:and'at such times, 5 determined on the basis of such forecasts, to enable-6 Southern Nucleat to pay its costs of Nuclear Operating 7- Services on or before the dates on which payment-of such 8 costs shall be due.
9 10 11 12 [ REDACTED ] ,
'13 14 15 16 17 18 19 In no event shall GPC fail-to provide
' :2 0 - funds requireG to pay such costs, even where a dispute 21' arises as to the appropriateness of such costs, it being 22- agreed that any such dispute'shall be resolved as provided 23 in Section 5.2 hereof.
24 5.1.6 General Accounting _ Matters. Determinations by^
25' Southern Nuclear on all accounting matters related to the 40
r-i i transactions contemplated by this Agreement will be in 13 accordance with generally accepted accounting principles and.
3 the Securities and Exchange Commission's Uniform System of 4 Accounts for Mutual and Subsidiary Service Companics, ]
5 utilizing the accrual method of accounting, unless otherwise 1
6 specifically provided in this Agreement or mutually agreed j 7 by Southern Nuclear and GPC or as prescribed by othqr 8 regulatory agencies having jurisdiction, as the case may be, ,
9 from time to time.
10 5.1.7 Bight to Audit Costs and_ Inspect Records.
11 12 13 s
14 15 16 17 e 18 [ REDACTED )
19 20 21 22 23 24 _
25 41
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1 2
3 ;
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8 9 1 10
-11 la 5.2 Re. solution of Disputes as,to Payments.
-13 14
.15 16 17 18 [ REDACTED ]
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4-5 ARTICLE VI 6 PROTECTION OF INFORMATION 7 6.1 Spad.ILqntip 1 ity .
8 Either party may, from time to timo, come into possession of 9 information of the other party that is either confidential or 10 proprietary, including, without limitation, Safeguards 11 Information, as that term is-defined in Section 6.3 hereof. Each 12 party having any such information which bears-the legend 13 " Proprietary Information" or " Safeguards Information" will not 14 reproduce, copy, use or disclose (except when required by a 15 Governmental Authority) any such information in whole or in part 16 for any purpoac without the written consent of the other party.
17 18 19 20 21 [ REDACTED )
22 23 24 43
1 1
2 ( REDACTED ]
3 4
5 6.2 E_estricted Data.
6 Both Southern Nuclear and GPC agree that they will not 7 permit any individual to have access to Restricted Data, as that G term is defined in 42 U.S.C. S 2014(y), until the Office of 9 Personnel Management shall have made an investigation and report 10 to the NRC on the character, associations, and loyalty of such 11 individual and the NRC shall have determined that permitting such 12 person to have access to such Restricted Data will not endanger 13 the common defense and security.
14 6.3 Safeauards InformatioD.
15 Notwithstanding any other provision of this Agreement, any 16 acccss to Safeguards Information, as that term is defined in 10 17 C.F.R. S 73.2, shall be subject to the limitations and conditions 18 of 10 C.F.R. S 73.21. GPC and each other Participant agrees that c
19 _any information provided under this Agreement will not be u.ed-20 'nor controlled in any manner that (i) would compromise any part 21 of the safeguards plan for Each Plant, (ii) would be in
'22 contravention of applicable Legal Requirements, or (iii) would 23 cause Southern Nuclear to violate any arrangement regarding 24 confidentiality or proprietary rights that Southern Nuclear has 25 with any third party; 26 ( REDACTED )
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3-4 5 ARTICLE VII 6 LIMITATION OF ABILITY AND INDEMNIFICATION 7 7.1 8
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12 13 14 15 16 17 18 19 7.3 Notification arLd Participation in Defense of Claims.
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'3 7 . 5. Limitation of Liability.
4 5
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2.1
- 22. 7.6 S_cVerability.
23 In the event that any particular application of-any of the 24 . limitations of liability contained in this Article VII should be 49
.- . ~ . . -
l' finally adjudicated to be void as a violation of the public 2 policy of the State of Georgia, then such limitation of liability 3- shall not apply with resnect to such application to the extent 4 (but only to the extent) required in order for such limitation of 5 liability not to be void ac a violation of such public policy, 6 and such limitations of liability shall remain in full force and 7 effect with respect to all other applications to the fullest 8- extent permitted by law.
9 ARTICLE VIII lts INSURANCE 11 8.1 HRgipfly _ Insurance .
12 GPC shall obtain and maintain in effect during the term of 13 this Agreement the-following insurance coverage:
14 Nuclear liability, nuclear decontamination and property 15 damage insurance, and government indemnification of nuclear 16 liability arising from the operation and maintenance of Each 17 Plant in amounts mutually agreed upon equal to or exceeding 18 any amount or amounts required by law. Southern Neclear 19 shall be a' named insured on such insurance and 20 indemnification unless such insurance or indemnification 21 provides coverage to all persons held legally liable.
22 8.2 Other Insutance.
23 Southern Nuclear shall obtain and maintain in effect.during 24 the term of this Agreement such insurance as GPC and Southern 25 Nuclear may agree including, without limitation, employers 26 liability and general liability insurance and officers and 50
4 1 . directors insurance. Premiums for such insurance shall be
~
2 included in.the costs of Nuclear operating Services.
3- 8.3 Waiver of_SuhrngatioD.
4 Each insurance policy obtained by Southern Nuclear hereunder 5 shall contain waivers of subrogation against GPC. GPC shall 6 require its insurers to waive all right of subrogation against 7 Southern Nuclear and its subcontractors, regardless of fault, for 8 all claims, including without limitation, decontamination of, 9 physical damage to or loss or destruction of any propetty at the 10 location of Each Plant as defined in the decontamination and
-11 property damage insurance policy for Each Plant and, if GPC or 12 any other Participant obtains and maintains insurance for the 13 cost of replacement power, for all costs of-replacement power.
14 8.4- Cooperation.
15 Southern Nuclear will take steps to meet the requirements of 16 such insurance policies and cooperate with GPC to furnish 17 information, establish procedures, erect or change physical 18 facilities and otherwise meet the requirements of the insurers to
'19 maintain coverage in effect and to collect claims that may be 20 made under such insurance. At the request of Southern Nuclear, 21 GPC shall provide Southern Nuclear and Southern Nuclear shall 22- file with the NRC financial statements of the Participants and' 23 such other proof as may be required to comply with the rules and 24 regulations of NRC.
51
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-1 8.5 Workers' comnensation Insurance.
12 Southern Nuclear shall qualify as a self-insurer in Georgia 3 -and with'the U.S. Department.of Labor _for U.S. Longshoreman's and 4 Harbor Workers:Act, but will provide an umbrella-policy to cover 5 benefits in excess of its assumed liability for workers' 6 compensation, the Longshoreman's and Harbor Worker's'Act, and 7 employers liability. GPC and Southern-Nuclear acknowledge that, 8 pursuant to the terms of this Agreement, all premiums for 9 Southern Nuclear workers' compensation insurance and all payments 10 to Southern Nuclear employees, including workers'-compensation 11 benefits, relating to work performed by such employees while on
- 12 the promises of Each Plant are effectively made by GPC, since 13 such prem ums and payments constitute Direct Charges (as defined 14 in Section 5.1.1 hereof) incurred by Southern Nuclear in relation 15 to Nuclear Operating Services for Each Plant. It-is the intent 16 of GPC ano Southern Nuclear that for purposes of workers' 17 compensation GPC not be exposed to greater liabilit, by virtup af 18 this Agreement than GPC would have if it had utilized GPC
. 19 employees to perform Nuclear Operating Services.
20 8.6 Additional Insurance.
21 In the event GPC or any other Participant at any time or 22 from time to time shall have elected to participate in-23 supplemental insurance programs to cover other risks arising from 24 the ownership and operation of a nuclear power plant, including
- 25 the extra costs of replacement power, the ecsts of such S2 E
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1 protection shall be borne by GPC or.such other Participant, as 2 the case may ha.
J- 8.7 Enyment of Premiums.-
.4 The aggregate cost of all insurance, applicable to Each 5 Plant and procured by Southern Nuclear pursuant hereto, 6 including, without limitation, any deferred or retrospective 7 premium assessments, shall be included in the cost of Nuclear 8 operating Services.
9 8.8 'lancellation of _Inpurance.
10 In the event that any of the foregoing insurance policies is 11 canceled by a party, that party shall give written notice of such-12 cancellation to the other party 60 days prior to the effective 13 date of such cancellation.
14 ARTICLE IX 15 TERM OF THIS AGREEMENT 16 9.1 Term.
17 The term of this Agreement shall commence on the Erfective-la Cate, subject nevertheless to any applicable rules, regulations 19- and approvals of any regulatory authority whose approval is 20 required, and shall expire (i) when Each Plant has been retired 21 and decommissioned, the NRC has terminated the NRC operating 22 licenses, and the plant site has been returned to a condition 23 acceptable to GPC, all in compliance with Legal Requirements, 24 (ii) upon termination pursuant to Section 10.1-hereof, or (iii).
25 upon mutual agreement of the parties. In no event, however, 26 shall this Agreement terminate unless all necessary regulatory 53
.+. - .~- - sa.
1 approvals for transfer of responsibility for Each Plant shall a have been obtained. GPC's obligation to make payments to 3 Southern Nuc1Lar under this Agreement that have not been 4 satisfied prior to the expiration of the term of this Agreement 5 shall survive such expiration of the term.
6 9.2 Termination of the Nuclear Services Acreement.
7 Upon the Effective Date, the Nuclear Services Agreement ,
8 shall-terminate and shall be superseded in its entirety by this 9 Agreement. Any and all Nuclear Support Services performed by 10 Southern Nuclear after the Effective Date, as a subset of Nuclear 11 Operating Services, shall be governed sclely by this Agreement.
12 ARTICLE X 13 TERMINATION BY GPC OR BOUTHERN NUCLEAR
-14 10.1 Ternination.
15 In the event GPC determines that it is in GPC's interest to 16 do so, or southern Nuclear determines that it is in Southern 17 Nuclear's interest to do so, then GPC or Southern Nuclear may at 18 will terminate this Agreement subject to the following terms.
19 20
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.10 11 la 13 14-15 16 17 ARTICLE-XI 18 MISCELLANEOUS 19 11.1 fiolidays, Business Days.-
20 Any obligations to provide payments, information, approvals 21 or notices under this Agreement, which shallibecome due'on a non-
-22 business day shall become-due upon the next business day. The
~23 term "rusiness day shall mean any day other than a day on which- l 24 banking institutions in the City of Atlanta, Georgia are 25 authorized by law to close, i
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1 11.2 E n t i r e A g r_p_g m e n t .
2 This Agreement constitutes che entire understanding between-3 the parties hereto, superseding any and all previous 4 understandings, oral or written, portaining to the subject matter 5 contained herein. No party hereto Pas relied or will rely.upon 6 any oral or other written representation or oral or other written 7 information made or given to such party by any representative of 8 the other party or anyone on its behalf.
9 11.3 AssinDments.
10 This Agreement shall be binding upon the successors and 11 assigns of the parties hereto, provided that Southern Nuclear 12 shall not be entitled to assign any of its obligations under this 13 Agreement or under any purchase order issued hereunder without 14 the prior written approval of GPC.
15 11.4 Modifications.
16 This Agreement may not be modified or amended in any respect 17 cxcept in a writing executed by the parties hereto.
18 11.5 Governino Law.
19 -This Agreement shall be construed and enforced under and in
-20 accordance with the laws of the State of Georgia.
21 11.6 Counterp_ arts.
22 This Agreement may be executed in counterparts,-each of 23 which when fully executed shall be deemed to have the same 24 dignity, force and effect as if the original.
57
l 11 -11.7 Helvers.
It 2- No provision of this Agreement shall be doomed waived nor 3- -breach of-this Agrooment consented-to unless such waiver or h 4- consent is set forth in writing and executed by the party hereto 5 making such waiver or consent.
6 11.8- Sale or Djsposal_of Property.
7 Southern Nuclear shall not soll, lease, or otherwise dispose
-8 of any real or personal property owned individually or jointly by
-9 any or all of the participants, unless such sale, lease or other l-10 disposal is authorized by the Nuclear Managing Board; provided, ,
'- 11 however, that this provision shall not apply to any facilities, i 12 equipment or materials which are replaced with facilities,.
13 equipment or materials, as the case may be, of like kind and of 14 value at least equal-to that of the replaced facilities, 15 equipment or materials. Nothing in this Section 11.8 shall be 16 construed as an authorization by GPC or the Managing Board for 17 Southern Nuclear to take any action inconsistent with the 18 provisions respecting. plans and budgets set forth in Section 3.2 o -19 hereof.
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- 20 11.9 21 i 22 23 [ REDACTED _)
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7 3 11.10 Notices.
9 Any notice, request, consent or other communication 10 permitted or required by-this Agreement shall be in writing and- ,
11 shall be deemed given when deposited in the United States Mail, 12 first class postage prepaid, and if given to Participants shall 13 be addressed to:
14 Georgia Power Company 15 '333 Piedmont Avenue, N.E.
16 Atlanta, Georgia- 30308 17 Attention: President 18
-- 19 and if given to Southern Nuclear shall~be addressed to:
20 21 Southern Nuclear Operating Company,' Inc.
22 P. O. Box 1295
-23 Birmingham, Alabama 35201-1295 24 Attention: President 25 26 12 7 unless a different officer or r dress shall have.been designated 28 by the respective party by notice in writing.
29 11.11 ' Captions.
30 The descriptive captions of the various Articles and 31' - Sections of this Agreement have been inserted for' convenience of; 32 reference only and'shall'in no way modify or restrict any of the
-33 terms and provisions hereof.
59
1- 11.12 Singular and Plural; Gender.
2 Throughout this Agreement, whenever any word-in the singular
-3 number is used, it shall include the plural unless the context 4 otherwise requires; and whenever the plural number is used, Lit 5 shall include the singular unless the cc..; ext otherwise requires.
6 The use of the masculine shall include the feminine. .
7 11.13 Third-Party Beneficiarles.
8 This Agreement is for the benefit of GPC, the other 9 Participants and Southern Nuclear, and no person or entity other 10 than GPC, the other Participants and Southern Nuclear is or shall 11 be entitled to bring any action to enforce any provision of this 12 Agreement against either of the parties hereto or the other 13 Participants.
14 11.14 Severability.
15 Should any provision of this Agreement be held to be invalid 16 or unenforceable by a court of competent jurisdiction, the 17 remaining provisions shall remain in full force and effect, 13 provided that deletion of the invalid or unenforceable provision 19 does not materially affect the agreement of the parties contained 20 herein.
21 11.15 Agency.
22 Whether or not expressly stated in the-applicable provisions 23 of this Agreement, GPC acts herein on its-own behalf and as agent 24 for the.other Participants pursuant to the Participation 25 Agreements.
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2 IN WITNESS w!'~tREOF, the parties have hereto caused this 3 Nuclear Operating Agreement to be signed and scaled as of the 4 date first set'forth above by their respective duly authorized 5 representatives.
6 7 GEORGIA POWER COMPANY 8
9 10 11 By: __
12 Its:
- 3 14 Attest:
15 16 (Corporate Scal) 17 18 SOUTHEP.N T.sCLEAR OPERATING COMPANY, 19 INC.
20 21 22 By: _
23 Its:
24 25 Attost:
26 27 (Corporate Seal) 28 -
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